Sample Business Contracts

Employment Forms

Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.

Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.

Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.

Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.

Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.

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[AMAZON.COM LETTERHEAD]
June 23, 1999
Mr. Joseph Galli
2809 Boston Street, Apt. 110
Baltimore, MD 21224
RE: OFFER OF EMPLOYMENT
Dear Joe:
On behalf of Amazon.com, Inc. (the "Company"), I am very pleased to
offer you the position of President and Chief Operating Officer. This letter, as
amended and restated on September 30, 1999, clarifies and confirms the terms of
your employment with the Company.
1. START DATE
Unless we mutually agree otherwise, you will commence employment on June
24, 1999 (the "Start Date").
2. SALARY
Your starting salary will be $16,666.70 per month, ($200,000
annualized), payable monthly in accordance with the Company's standard payroll
practice and subject to applicable withholding taxes. Because your position is
exempt from overtime pay, your salary will compensate you for all hours worked.
Your base salary will be reviewed annually by the Board of Directors or its
Compensation Committee, and any increases will be effective as of the date
determined by the Board or its Compensation Committee.
3. BONUS
In addition to your base salary, you will be entitled to a $7,900,000
signing bonus. The signing bonus will be payable in three installments:
$2,900,000 on the Start Date, $3,000,000 on the first anniversary of the Start
Date, and $2,000,000 on the second anniversary of the Start Date.
4. BENEFITS
You will also be entitled, during the term of your employment, to such
vacation, medical and other employee benefits as the Company may offer from time
to time, subject to applicable eligibility requirements. The Company does
reserve the right to make any modifications in this benefits package that it
deems appropriate. The Company's current vacation policy is to provide you with
two weeks paid vacation per year in the first year of your employment and three
weeks per year thereafter during the term of your employment. You are also
eligible to participate and to enroll in our major medical plan of the first
entry date following the commencement of your employment.
5. STOCK OPTIONS
As we discussed, the company takes a long-term approach to investment,
and its employees are its most important investment. Our compensation structure
is weighted towards equity ownership because we believe we will create the most
value for the Company and its shareholders over time by having employees think
and act like, and therefore be, owners. To this end, and subject to Board of
Directors' approval, you will be granted a 20-year option to purchase 735,000
shares of Amazon.com
<PAGE> 2
common stock, which will vest at the rate of 73,500 shares at the end of each
year of employment during the first 10 years of employment. In addition, you
will be granted a 20-year option to purchase 1,225,000 shares of Amazon.com
common stock, which will vest at the rate of 122,500 shares at the end of each
year of employment after the first 10 years of employment. The strike price on
your stock option grants will be the fair market value per share of such stock
on the Start Date.
If you are an employee of the Company on the fourth anniversary of the
Start Date, the Company commits to pay you a bonus or bonuses (the "Bonus
Commitment"), over a period of seven years (i.e., beginning on the fourth
anniversary and ending on the eleventh anniversary of the Start Date) so long
as you continue to be employed by the Company (the "Bonus Period"), equal to a
maximum of $20 million (the "Maximum Bonus Value") less the amount that the
aggregate fair market value of the shares of stock issued upon exercise of the
options vesting during the first 10 years of your employment (the "Covered
Stock") exceeds the aggregate exercise price of such options. The terms of the
Bonus Commitment will be as follows:
(a) When you sell shares of Covered Stock during the Bonus Period,
the Company will pay to you the excess, if any, of (i) the product
obtained by multiplying (x) the Maximum Bonus Value by (y) the
Applicable Percentage (as defined below) over (ii) the aggregate Net
Sales Price of the Covered Stock sold by you; provided, however, that
in no event shall the Company be obligated to make a payment to you if
the sum of (1) the aggregate Net Sales Price of all shares of Covered
Stock sold by you since the Start Date and (2) the aggregate payments
made to you by the Company pursuant to the Bonus Commitment equals or
exceeds the Maximum Bonus Value multiplied by a fraction, the numerator
of which is the number of shares of Covered Stock sold by you since the
Start Date and the denominator is 735,000 (proportionally adjusted for
stock splits and similar events).
(b) The Applicable Percentage shall be equal to the number of
shares of Covered Stock sold by you in the applicable transaction
divided by 735,000 (proportionally adjusted for stock splits and
similar events).
(c) The Net Sales Price shall be the sales price of the applicable
Covered Stock without deduction of selling expenses or commissions less
the exercise price for the applicable Covered Stock.
(d) Notwithstanding whether the Bonus Period has expired, the Bonus
Commitment shall terminate with respect to sales of Covered Stock after
the earlier of (i) termination of your employment by you or termination
of your employment by the Company with Cause (as defined below) and
(ii) 90 days after termination of your employment by the Company
without Cause.
(e) Notwithstanding anything to the contrary in the foregoing
provisions, if your employment terminates due to your death or because
you become unable to perform your duties on account of a permanent
disability (as defined from time to time in the Company's long-term
disability income plan) or if the Company terminates your employment
without Cause, and such termination occurs during the four years
between the Start Date and the beginning of the Bonus Period, then you
shall be entitled to the Bonus Commitment (and the Bonus Period shall
be deemed to have been effective) for any sales of Covered Stock on or
before the date that is 90 days after the effective date of the
termination of your employment.
Your option will be documented by delivery to you of a Stock Option
Letter Agreement specifying the terms and conditions of the option. All share
amounts will be proportionately adjusted for stock splits and similar events.
<PAGE> 3
6. TERMINATION OF EMPLOYMENT
Your employment may be terminated at any time by you with 30 days'
prior written notice to the Company's Board of Directors or by the Company with
or without Cause. The following matters will provide the Company with
justification for termination of your employment with "Cause":
(a) any act of fraud or embezzlement,
(b) any material breach by you of your Confidentiality,
Noncompetition and Invention Assignment Agreement with the Company,
(c) your conviction of any felony involving an act of dishonesty,
moral turpitude, deceit or fraud,
(d) any act of dishonesty or misconduct (whether in connection with
your responsibilities as an employee of the Company or otherwise) that
either materially impairs the Company's business, goodwill or
reputation or materially compromises your ability to represent the
Company with the public, or
(e) your material failure to perform your lawful duties to the
Company after receiving written notice from the Company's Board of
Directors describing such failure in reasonable detail.
7. PAYMENTS UPON TERMINATION OF EMPLOYMENT
The payments to which you will be entitled to receive from the Company
and amounts, if any, of the signing bonus that you will be obligated to repay
to the Company upon termination of your employment will be as follows:
(a) If before the first anniversary of the Start Date you terminate
your employment or if the Company terminates your employment with
Cause, the Company will not be obligated to pay you the second and
third installments of the signing bonus and you must repay the Company
a proportionate amount of the first installment of the singing bonus
based on the number of days elapsed from the Start Date to the
effective date of termination of your employment divided by 365.
(b) If before the second anniversary of the Start Date you
terminate your employment or if the Company terminates your employment
with Cause, the Company will not be obligated to pay you the third
installment of the signing bonus and you must repay the Company a
proportionate amount of the second installment of the signing bonus
based on the number of days elapsed from the first anniversary of the
Start Date to the effective date of termination of your employment
divided by 365.
(c) If before the third anniversary of the Start Date you terminate
your employment or if the Company terminates your employment with
Cause, you must repay the Company a proportionate amount of the third
installment of the signing bonus based on the number of days elapsed
from the second anniversary of the Start Date to the effective date of
termination of your employment divided by 365.
(d) If you terminate your employment or if the Company terminates
your employment with or without Cause, the Company will pay you any
accrued and unpaid base salary (subject to normal withholding and other
deductions) to the effective date of termination of your employment.
The Company may offset against its payment of accrued and unpaid base
salary any amount you owe the Company under clause (a), (b) or (c)
above.
<PAGE> 4
8. CONFIDENTIALITY, NONCOMPETITION AND INVENTION ASSIGNMENT AGREEMENT
As a condition of your employment pursuant to this offer letter, we
require that you sign the enclosed Confidentiality, Noncompetition and Invention
Assignment Agreement. The Company's willingness to grant you the stock options
referred to above is based in significant part on your commitment to fulfill the
obligations specified in that agreement. As further compensation for
satisfaction of your obligations under that agreement, the Company will pay you
$100,000 on the Start Date.
You should know that the agreement will significantly restrict your
future flexibility in many ways. For example, you will be unable to seek or
accept certain employment opportunities for a period of three years after you
leave the Company. Please review the agreement carefully and, if appropriate,
have your attorney review it as well.
9. ADDITIONAL PROVISIONS
Your employment pursuant to this letter is also contingent upon your
submitting the legally required proof of your identity and authorization to
work in the United States. On your first day of employment you must provide the
required identification.
If you accept this offer, the terms described in this letter will be the
terms of your employment, and this letter supersedes any previous discussions or
offers. Any additions or modifications of these terms would have to be in
writing and signed by you and an officer of the Company.
If you wish to accept employment with the Company, please indicate so by
signing both copies of this letter and both copies of the enclosed
Confidentiality, Noncompetition and Invention Assignment Agreement, retaining
one of each for your files. This offer and all terms of employment stated in
this letter will expire if you have not returned a signed copy to me on or prior
to June 24, 1999.
We are very excited about the possibility of your joining us. I hope
that you will accept this offer and look forward to a productive and mutually
beneficial working relationship. Please let me know if I can answer any
questions for you about any of the matters outlined in this letter.
Sincerely,
/s/ JEFFREY P. BEZOS
------------------------------------
Jeffrey P. Bezos
Chairman and Chief Executive Officer
Amazon.com, Inc.
ACCEPTANCE
I accept employment with Amazon.com, Inc. under the terms set forth in this
letter:
/s/ JOSEPH GALLI, JR.
---------------------
Signature
Printed Name: Joseph Galli, Jr.
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